Carefree (film)


theatrical release poster
Directed by Mark Sandrich
Produced by Pandro S. Berman
Written by Original idea:
Marian Ainslee
Guy Endore
Story & adaptation:
Dudley Nichols
Hagar Wilde
Allan Scott
Ernest Pagano
Starring Fred Astaire
Ginger Rogers
Music by Irving Berlin (songs)
Victor Baravalle (score)
Cinematography Robert De Grasse
Edited by William Hamilton
Distributed by RKO Radio Pictures
Release dates
September 2, 1938
Running time
83 minutes
Country United States
Language English
Budget $1,253,000[1]
Box office $1,731,000[1]

Carefree is a 1938 musical film starring Fred Astaire and Ginger Rogers. With a plot similar to screwball comedies of the period, Carefree is the shortest of the Astaire-Rogers films, featuring only four musical numbers. Carefree is often remembered as the film in which Astaire and Rogers shared a long on-screen kiss at the conclusion of their dance to "I Used to Be Color Blind," all previous kisses having been either quick pecks or simply implied.

Carefree was a reunion for the Astaire and Rogers after a brief hiatus following Shall We Dance and six other previous RKO pictures. The next film in the series, The Story of Vernon and Irene Castle (1939), would be their final RKO film together, although they would reunite in 1949 for MGM's The Barkleys of Broadway.


Psychiatrist Dr. Tony Flagg (Fred Astaire) does his friend Stephen Arden (Ralph Bellamy) a favor by taking on his fiancee, Amanda Cooper (Ginger Rogers), as a patient. Amanda, a singer on the radio, can't seem to make a decision about Stephen's many proposals of marriage, so Tony probes her subconscious, but in the process Amanda falls in love with him. He brings her interest back to Stephen with hypnosis, but then realizes that he also loves her and tries to hypnotize her again, leading to conflict with Stephen. Five minutes away from the wedding, he breaks into her dressing room with his assistant Connors (Jack Carson) and gets the chance to talk to her subconscious again when Stephen accidentally hits her instead of Tony. In the end, the two marry, much to the surprise of the guests.


Cast notes


Carefree was in production from 14–15 April 1938 (the golf-ball number) and from 9 May to 21 July.[3] Location filming was done at Busch Gardens in Pasadena, California,[4] and at the Columbia Ranch.[2]

The "I Used to Be Color Blind" number was planned to be a Technicolor sequence in an otherwise black-and-white film.[5] The film as released is entirely black-and-white.

Astaire didn't like "mushy love scenes," and preferred that lovemaking between him and Rogers be confined to their dances. Because rumors sprang up that Astaire's wife wouldn't let him kiss onscreen, or that Rogers and Astaire didn't like each other, Astaire agreed to the long kiss at the end of "I Used to Be Color Blind", "to make up for all the kisses I had not given Ginger for all those years."[6]

Besides the number "Let's Make the Most of Our Dream," another scene that was dropped from the released film was one where Astaire tries to analyze a scatter-brained patient, played by Grace Hayle.[7]

The film was released on 2 September 1938.[8] The previous Astaire-Rogers film, Shall We Dance, had been released in May 1937,[9] and the 16 month gap between the films was the longest between Astaire-Rogers films to that date.[2]


The songs in Carefree were all written by Irving Berlin,[10] and except for "Change Partners," which he had written for Astaire and Rogers years before, he wrote them all over the course of a few days, while on vacation in Phoenix, Arizona.[2] An army of uncredited orchestrators contributed to the catchy settings of the tunes, principally among them Broadway's Robert Russell Bennett and future MGM stalwart Conrad Salinger.

As usual, Astaire created the choreography, with the help of his principal collaborator Hermes Pan.[11]:140 In preparation for The Story of Vernon and Irene Castle, the Astaire-Rogers film which was already scheduled to follow Carefree, the choreography for this film contains more lifts than usual.[2]



Carefree received generally mixed reviews when it was released, although the critic for the Motion Picture Herald, William R. Weaver, called it "the greatest Astaire-Rogers picture."

Box Office

The film earned $1,113,000 in the US and Canada and $618,000 elsewhere, but according to RKO records still lost the studio $68,000.[1][2] It was the first Astaire and Rogers films not to show a profit upon its original release.


Carefree was nominated for three Academy Awards: Best Art Direction (Van Nest Polglase), Best Musical Scoring (Victor Baravalle) and Best Song "Change Partners", written by Irving Berlin.[13]


  1. 1 2 3 Richard Jewel, 'RKO Film Grosses: 1931-1951', Historical Journal of Film Radio and Television, Vol 14 No 1, 1994 p41
  2. 1 2 3 4 5 6 7 8 9 TCM Notes
  3. TCM Overview
  4. IMDB Filming Locations
  5. Green, Stanley (1999). Hollywood Musicals Year by Year. Hal Leonard Corporation. p. 84. ISBN 978-0-634-00765-1.
  6. Margarita Landazuri "Carefree" (TCM article)
  7. 1 2 IMDB Trivia
  8. IMDB Release dates
  9. IMDB Release Dates ("Shall We Dance")
  10. TCM Music
  11. Mueller, John (1986). Astaire Dancing - The Musical Films. London: Hamish Hamilton. ISBN 0-241-11749-6.
  12. E.g. The Great Fred Astaire, RedX Entertainment, 3-CD boxed set, 2000 (RMGR0030)
  13. IMDB Awards

External links

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